Agreement to the Terms of Service and General Conditions

In here you can check the portuguese version of the Terms of Service and General Conditions:
👉 https://www.arxi.pt/termos-de-servico-e-condicoes-gerais-pt

Validity of the Terms and Conditions:

The validity of these Terms and Conditions will commence on the date of acceptance, as defined below, and will remain in effect for an indefinite period, unless a specific contractual term is established. If there is a contractual term, these Terms will automatically renew for the same period, unless written notice is given by either party at least 30 days prior to its termination.

Description of Services::

Arxilead – Technology and Management, Lda provides, through its website www.arxi.pt, a variety of services that can be accessed online via a compatible browser. These services include, but are not limited to: Integrated Business Management System (ERP), Customer Relationship Management (CRM), Project Management, Human Resources, Accounting, Sales, Customer Support, and Production. Arxilead reserves the right to add, change, or discontinue modules or services at any time, in accordance with the evolution of its offerings and product strategy.

Acceptance of Terms:

To accept these Terms and Conditions, the customer must be of legal age and have the legal capacity to contract. Acceptance may occur by signing the commercial proposal that references these terms, or through the effective use of the services provided by ARXI, with such use being considered as explicit acceptance of the conditions described herein.

​1 - ODOO IMPLEMENTATION VARIABLES

1.1 - Arxi has the capability to implement, manage, and/or support the latest version of Odoo as well as the three previous versions.

​1.2 - With regard to the hosting of Odoo instances for Enterprise clients, Arxi operates with Odoo.SH, subscribed to directly by the client with Odoo SA, in accordance with their Terms and Conditions. Nevertheless, there is also the possibility of working under SaaS hosting (for Enterprise clients) or On Premise, with Arxi determining the best option in consultation with the client.

​​​​1.2.1 - The maintenance of the servers and/or any actions taken on them, both in Odoo.SH hosting (including SaaS) and On Premise, is not ​the responsibility of Arxi. Thus, Arxi does not take responsibility for infrastructure failures, backups, or security updates, which are the ​responsibility of Odoo SA or the Client.

​1.3 - After the negotiation process, it is mutually understood between both parties which applications will be installed and configured, also detailed in the approved Budget, tailored to the client's needs.

1.4 - There are two versions of Odoo: Odoo Enterprise and Odoo Community. Arxi is prepared to carry out tailored Odoo implementations in both versions. The differences between these two versions can be consulted here, on the Odoo SA website.

1.4.1 - The Community edition does not require licensing, unlike the Enterprise edition, which requires the purchase of licenses.

​​1.4.2 - If the Client opts for the Enterprise edition of Odoo, the implementation proposal from ARXI will include the licensing proposal ​​previously negotiated between Odoo and the Client.

1.5 - Assignment of Administrative Access and Management of Odoo Licenses

​​1.5.1 - As part of the implementation of the Odoo solution, the client commits to assigning a user license with administrative permissions ​(admin) to ARXI, in order to ensure the correct configuration, maintenance, parameterisation, and technical support of the system.

​​1.5.2 - The client may request access with administrative permissions only by means of a formal and duly substantiated request, ​ ​​presenting the operational reasons that justify such a need. ARXI reserves the right to review and approve or deny the request, based on ​the nature of the project, the level of risk involved, and the contracted support plan.

​​1.5.3 - Clients with certified systems for invoicing purposes in Portugal, as defined by the Tax Authority (AT), will not be able to have direct administrative access to the Odoo database. This restriction aims to ensure:

• The integrity and inviolability of tax records, as established by Ordinance No. 195/2020 and Decree-Law No. 28/2019;
• The traceability of operations, through the maintenance of access logs and audit mechanisms;
• Compliance with legal requirements, including the correct generation of the SAF-T(PT) file.

​ ​1.5.4 - A violation of this policy, namely unauthorized access with administrative permissions by the client or third parties, will result in the loss of the system's fiscal and technical compliance, releasing ARXI from any liability for legal, fiscal, or operational consequences arising ​from such actions.

​1.6 - The implementation by ARXI will commence after the client has signed the Odoo licenses, so that the activation key for the client's instance can be generated.

1.7 - The presented budget is based on the requirements initially shared by the client, so any changes or additions to the requirements may entail adjustments and additional costs. Any change to the initial scope of the project must be formalised in writing and may involve a review of deadlines, costs, and technical effort. No changes will be implemented without the express approval and validation of the client. All time dedicated and allocated to the project by ARXI team resources is recorded and communicated to the client as billable time, in accordance with the implementation methodology referred to in point 4.

2 - ARXI PT / AO LOCATION

2.1 - Arxi provides, through an internally developed solution, the Certification from the Tax and Customs Authority for the functionalities of Sales, Invoicing, and Accounting in Odoo, in accordance with the current legislation.

2.2 - The update and maintenance of the Certification is included, in accordance with the legal obligations defined in the current decrees-law.

2.3 - The Arxi Location follows the specifications and limitations described in this document, being updated in accordance with the applicable Portuguese legislation.

​2.4 - Exclusions related to Certification:

• Modification of templates for certified documents.
• Import of tax documents not included in the SAF-T file.
• Import of historical data beyond what is defined in the standard ARXI table (contacts and items).

3 - INTRA AND EXTRA-COMMUNITY EXTERNAL LOCATIONS

​3.1 - Arxi will proceed with the installation of the official localisation package provided by Odoo SA. The configuration and adaptation to local regulations will be the responsibility of the client.

​3.2 - If specific functionalities associated with the legislation or local practices of a particular country are required, the client must identify and engage a local partner. In these cases, the relationship will be governed by the terms and conditions, as well as the prices, set by that partner.

4 - MODEL AND PHASES OF IMPLEMENTATION

4.1 - The methodology adopted by ARXI for its implementation projects is based on the AGILE model.

​4.1.1 - The AGILE methodology is based on dividing the project into short and iterative work cycles, known as sprints, with an average ​​duration of 3 weeks. This approach allows for more effective management of priorities, continuous communication with the client, and ​the ​agile introduction of changes whenever necessary, promoting flexibility and constant alignment with the project's objectives.

​4.1.2 - The implementation includes the installation and basic configuration of the Odoo applications included in the validated budget. This configuration follows the native functionalities of the tool, as documented in odoo, and does not include custom developments. After ​this initial setup, training will be provided to the contact person designated by the client (SPOC), enabling them to independently manage ​additional configurations within the limits of standard functionality.

4.2 - The implementation process begins after the approval of the budget and the respective settlement of the award invoice. After confirmation of the award (with payment made), ARXI reserves a period of up to 15 (fifteen) working days to proceed with the internal transition of the project, from the commercial department to the operational team responsible for execution.

4.3 - The Project Manager is appointed within the timeframe established in point 4.2 and will be responsible for the personalised monitoring of the project, ensuring its execution in accordance with the defined objectives.

​4.3.1 - During this period, the Project Manager will conduct an initial alignment call (kick-off call), with the aim of preparing and scheduling ​the formal kick-off meeting.

​4.3.2 - The project kick-off meeting marks the official start of the operational phase. In this session, the representatives from both parties (ARXI team and client team) are introduced, the project objectives are reviewed, the work plan is validated, and the next steps are ​ ​  ​defined. ​

4.4 - During the implementation, based on the AGILE methodology, the following stages and working rules are always applied: https://www.arxi.pt/metodologias-de-implementacao

4.5 - If there is a need to travel to the Client's premises, a charge per kilometre will apply, in accordance with the budgeted amount, to be considered for the journeys to be made, previously agreed upon by the Client.

4.6 - The project closure (Go Live) is defined by the Project Manager in conjunction with the client's SPOC, when both parties confirm that the initially agreed scope is fully implemented and in a production environment. If there are significant changes to the scope during the execution of the project, the redefinition of the closure will be adjusted in accordance with the new conditions.

4.7 - After the Go Live date, the client is granted an adaptation and validation period in a real environment of 15 consecutive days, at no additional cost.

4.8 - At the end of the warranty period, a support and/or maintenance contract should be activated with the sales team ([email protected]), thus ensuring the continuity of monitoring and support in the daily use of the system.

4.9 - During the 15-day adaptation period referred to in the previous point, ARXI guarantees functional support for clarifying doubts, minor configuration adjustments, and joint validation of system behaviours in a real environment. This period does not include additional developments, changes to the initially approved scope, or additional training outside of what was planned. Should needs arise outside this framework, they will be analysed and addressed under a support contract or as a new formal request.

5 - CUSTOM DEVELOPMENTS AND INTEGRATIONS

​5.1 - The ARXI team will be able to analyse and propose solutions for integrations with external software to the Odoo ecosystem, as well as develop specific functionalities tailored to the client's needs. All presented budgets include reference values for bespoke developments and integrations, which are available for consumption under a TOT – Timesheet on Task regime.

​​​5.1.1 - Should small additional needs arise during implementation (up to 10 hours), the operational team may address them using the  ​​initially allocated time. This consumption will be considered as an overspend against the baseline planning, as the originally budgeted  ​time will be redirected to the execution of extra tasks. The execution of these tasks will always be subject to prior approval by the client  ​in conjunction with the Project Manager.

​​​​5.1.2 - If, after technical analysis, a need exceeding 10 hours is identified, a new quotation will be issued by the ARXI commercial ​ ​  department, based on the effort estimate validated by the technical team.

​​​5.1.3 - The time spent on the technical analysis of potential developments will be accounted for as project management, regardless of ​the client's approval or execution of the development.

​5.2 - The maintenance and resolution of errors related to bespoke developments may be ensured by one of the following modalities: 

​​​5.2.1 – An active recurring maintenance contract after delivery, which includes support for updates (e.g. migrations) and is adjustable according to new developments made;

​​5.2.2 – Pre-paid support hour package or support plan;

​5.3 - Each delivery of code developed in a production environment includes a warranty period of 15 working days, during which ARXI ensures technical or functional interventions whenever necessary. After this period, any new intervention will be framed within an active support or maintenance contract.

5.4 - All bespoke developments imply continuous maintenance, subject to additional costs, which must be formally contracted through a support or maintenance contract.

6 -  BUG FIXING SERVICE

6.1 - A bug is a term used in the field of software development to describe a flaw or error in the code of a software program or application that causes unexpected or incorrect behaviours and results, preventing the proper functioning of the application. The process of bug fixing involves the identification, analysis, and resolution of the problem, in order to restore the correct functioning of the system.

6.2 - Bugs detected in the base software of Odoo are reported to Odoo S.A. through official channels, with the responsibility for their analysis, correction, and provision of the respective update resting with Odoo itself.

6.3 - If the client requires a quicker resolution for an identified bug, ARXI may intervene directly, subject to an active support contract that covers this type of intervention.

6.4 - Odoo carries out regular updates that may affect specific developments tailored for the client. ARXI is not responsible for any changes or impacts resulting from these updates, as they are external actions beyond its control. Any necessary correction or adjustment resulting from these updates will be handled under an active support or maintenance contract, and will be subject to the respective billing.

7 – THIRD PARTY APPS by ODOO -   See page

​7.1 - ARXI reserves the right, in agreement with the client, to analyse and propose solutions external to the native functionality of Odoo, through the Odoo App Store platform.

​​ ​7.1.1 - These third-party applications may be adopted as a viable solution to address specific project needs that are not covered by the base configuration of Odoo.

​7.2 - The client will be informed about the suitability of the third-party application for the identified need, including its acquisition cost and the estimated hours required for installation, configuration, and testing.

​ ​​7.2.1 - The costs related to the acquisition of the application, as well as the necessary hours for its implementation, are the responsibility of the client and will be invoiced under a development line.

​​7.2.2 - The need to acquire a third-party application may be identified in two distinct phases of the project:

During the initial requirements gathering: In this case, the application will be included in the budget presented to the client, and the hours for installation and configuration will be accounted for in the budgeted lines.

During the execution of the project: If the need is identified at this stage, the operational team will forward the request to the commercial team, which will send the client a proposal with the application cost and the estimated effort associated with its implementation.

​ ​7.2.3 - If the need to acquire a third-party application is identified during the execution of the project, its acquisition will only be carried out after the formal acceptance of the budget by the client and the payment of the respective invoice. This condition ensures the continuity of planning and the correct allocation of resources for the implementation of the application.

7.3 - ARXI commits to reporting any bugs detected in third-party applications to the respective supplier. The hours used in this process will be charged to the implementation line or the support package that is currently active.

​7.3.1 - The bugs identified in third-party applications may be resolved directly by the application supplier, in which case the client will be subject to the deadlines and conditions set by that manufacturer. ARXI is not responsible for any delays or limitations in this process, as these are external factors beyond its control.

​7.3.2 - The bugs identified in third-party applications may be resolved by ARXI, subject to prior authorisation from the client. In these cases, the correction will be carried out using technical hours from the awarded development line, which may result in overruns in the initial planning and budget of the project, as it involves an intervention not foreseen in the requirements gathering.

7.4 - All functional limitations inherent to the acquired third-party application are not the responsibility of ARXI. If any adaptation, correction, or extension of the connector is necessary, and if these are not provided by the application supplier, ARXI's intervention will be subject to billing based on the applicable hourly rate.

8 - VERSION UPDATES AND MIGRATIONS

​8.1 - The update of the native Odoo system version is guaranteed by Odoo S.A., at no additional cost, under the subscription contract with Odoo itself.

​ ​ ​8.1.1 - In the case of custom developments, their version update is not included in Odoo's standard upgrade service and incurs an additional cost, calculated based on the volume of code to be migrated (for every 100 lines of code). This cost will be assessed at the time of migration, if there is no active maintenance contract with ARXI.

​ ​8.1.2 - Even when there is an active maintenance contract, a review or extension may be necessary if the volume, complexity, or accumulated changes of the developments exceed what was initially anticipated. In these cases, additional billing may apply at the time of migration, subject to prior assessment and validation by the client.

​8.2 - The version update of the ARXI certification module is ensured by ARXI, with a minimum frequency of 2 years, at no additional cost.

​8.3 - The version update of third-party applications depends on the availability of updated versions in the Odoo App Store. The update cost will be defined per version and is subject to the prices set by the respective supplier in the Store.

​8.4 - The version update of applications developed by ARXI depends on their availability for the new version and incurs a cost per version, according to the current pricing table.

​8.5 - In the context of version updates, if the client wishes to keep the current environment intact during the migration process, they must acquire a new testing environment from Odoo S.A.

8.6 - For the purposes of functional validation of the new version prior to the update, the client may use the resources provided by Odoo, namely through the platform runbot.odoo.com.

9 - TRANSLATION

9.1 - In the context of ARXI Localization, only translations of tax documents are supported in Portuguese (PT-PT) and English (PT-ENG). Translations into other languages are the responsibility of the client.

​9.1.1 - ARXI may provide an additional translation service for other languages, upon request and submission of a specific quote.

9.2 - ARXI commits to ensuring the translation of content developed internally within the scope of the contracted project, guaranteeing its availability in the languages agreed upon with the client.

9.3 - In the case of standard functionalities of Odoo (Odoo base), ARXI may submit a translation request to the collaborative platform Transifex, officially used by Odoo S.A. However, the actual translation will depend on acceptance and subsequent integration by Odoo, and ARXI is not responsible for their response time or implementation.

10 - EXCLUSIONS

10.1 - During the course of implementation, any change to the initially budgeted scope will require a reassessment of the workload and, potentially, a revision of the budget. All elements or needs not explicitly covered in the previous points are considered excluded from the proposal.

10.2 - Among the elements normally excluded from the initial proposal are, by way of example:

• Development of a website or web design;
• Integration of e-commerce platforms (e.g. Shopify, WooCommerce, Magento);
• Configuration and activation of payment methods (e.g. MB Way, Stripe, PayPal);
• Modification of certified document templates (e.g. invoices, guides);
• Among others.

10.3 - Any additional request will be formalised and submitted to the commercial team of ARXI, which will issue its own proposal for the client's evaluation and approval.

11 - ADDITIONAL INFORMATION

11.1 - For the purposes of importing contacts and items, model tables provided by ARXI must be used, ensuring the correct structuring of the information. If the client wishes for ARXI to carry out the preliminary processing of the data (organisation and adaptation to the model tables), this work will be considered implementation effort, subject to accounting and billing for the corresponding hours.

11.2 - The time spent by members of the ARXI team (Project Manager, functional technician or programmer) in implementation meetings, as well as in responses to queries via email, phone or videoconference, will be deducted from the contracted working hours, as project management. The accounting will be done in minimum increments of 15 minutes, per involved collaborator, whenever such support is requested by the client.

11.3 - Whenever a support request (functional or technical) is made, ARXI reserves the right to charge a minimum time of 15 minutes per request, corresponding to the time necessary for analysis, diagnosis and initial response. This time will be accounted for and deducted from the active support contract, from a prepaid hour package or billed on an ad-hoc basis, depending on the model in force with the client.

11.4 - For mass email sending, and for reasons of reputation and spam control, it is recommended to use a dedicated mass mailing server (e.g., Mailjet). Odoo has a native daily sending limit of between 200 to 400 emails, with integration with external providers possible through direct configuration. The subscription and cost of the service are the responsibility of the client and contracted directly with the solution provider.

12 - COSTS AND PAYMENTS

12.1 - The estimated costs for the implementation of the project are described in the budget approved by the client.

12.2 - The initially presented budget exclusively covers the functional and technical scope defined between the client and the ARXI team, based on the information gathered during the requirements gathering meetings, the documentation provided by the client, and the clarifications given during the analysis phase. Any need that is not expressly detailed in the initial budget is considered outside the scope (exclusion), subject to further analysis and, when applicable, the issuance of an independent supplementary budget, the execution of which depends on formal approval by the client. The implementation of additional requirements will only occur after the formal acceptance of the budget and the application of the current payment terms.

12.3 - Additional costs not foreseen in the initial budget may be invoiced for extraordinary work carried out by the implementation and/or development team, provided they have been previously approved by the client. Examples include: acquisition and integration of third-party applications, technical or functional consulting services, bespoke developments and website development, specific parameterisations, customised reports, non-standard flows, adjustments resulting from changes in the client's processes after the project launch, among others.

12.4 - The assessment of new client needs (requirements gathering) may incur associated costs, depending on the complexity of the technical or functional analysis involved. Similarly, the costs arising from the monitoring and management of the project (as mentioned in point 11.2) will be accounted for according to the current working methodology referred to in point 4.

12.5 - ARXI reserves the right to suspend the provision of services, support, and updates in the event of overdue invoices, including the deactivation of specialised services, such as PT certification or any services developed and maintained by ARXI.

12.6 - For any questions related to payments, conditions, invoices, or fees, the client should contact the ARXI finance team directly via email: [email protected].

13 - CANCELLATION AND REFUND POLICY

13.1 - All sales of services and subscriptions are considered final and non-refundable after their contracting and activation.

13.2 - If the client chooses to cancel all or part of the services provided by ARXI before the end of the contracted period or the current billing cycle, there will be no entitlement to any refund, proportional return, or credit for the remaining time.

13.3 - If the client cancels a project during a work cycle, the time actually consumed up to the date of cancellation will be invoiced, including all hours recorded by the involved teams (consultants, technicians, project managers), in accordance with the current pricing table.

13.4 - Any non-use, at the client's initiative, of the contracted services does not confer the right to any refund, credit, or financial compensation.

13.5 - ARXI reserves the right to unilaterally suspend or cancel the contracted services in the event of a contractual breach, failure to comply with legal obligations, or a payment delay exceeding 30 days. In such cases, there will be no refund of any amounts already paid.

13.6 - In exceptional situations, and provided they are duly justified by the client, ARXI may, on a purely commercial basis and without setting a precedent, evaluate requests for credit or compensation. Acceptance of such requests is optional and does not alter the terms of this policy.

14 - ACCEPTABLE USE

14.1 - The client agrees to use the services provided by ARXI in a fair, ethical manner and exclusively for their own personal or professional purposes. It is expressly prohibited, without prior written consent from ARXI:

• To transfer, assign or sublicense the services to third parties;
• To resell the services, in whole or in part, to other users or entities;
• To offer additional services in conjunction with the services provided by ARXI;
• To publish or share links to third-party websites without ensuring compliance with their respective terms and conditions in advance.

14.2 - Breach of this policy may result in the immediate suspension of services and/or termination of the contract, without prejudice to any potential legal liability.

15 -  LIMITATION OF LIABILITY

15.1 - The client acknowledges and accepts that ARXI shall not be liable for any indirect losses or damages, including, but not limited to, loss of profits, business interruption, loss of data, operational failures, or any other harm resulting from the use of our services. Additionally, ARXI shall not be responsible for losses or damages arising from temporary or prolonged unavailability of the services, regardless of the reason. In any of these cases, the client may opt for contract termination, with ARXI's maximum liability limited to the amount actually paid for the services rendered up to that date.

16 - INDEMNIFICATION

16.1 - The client agrees to indemnify and hold harmless ARXI, including its directors, employees, and representatives, from any losses, claims, costs, damages, or liabilities arising from or related to:

• The improper use of the services;
• Violations of third-party rights;
• Any breach of the terms of this Agreement.

17 - PROHIBITION OF SOLICITATION OR HIRING

17.1 - Unless expressly and previously authorised in writing by the other party, neither party (nor their affiliates, partners or representatives) shall, directly or indirectly, solicit, hire or attempt to hire any employee of the other party involved in the execution of the services provided for in this Agreement, during its term and for up to 12 months after its termination (by termination or expiration). Breach of this clause will result in the payment of compensation in the amount of €30,000.00 (thirty thousand euros) for each targeted employee, as compensation for the infringement.

18 - MODIFICATION OF SERVICE TERMS

18.1 - ARXI reserves the right to amend these Terms and Conditions at any time to reflect legal changes, operational improvements, contractual adjustments, or the evolution of the services provided.

18.2 - The amendments will take effect from the date indicated in the updated version, which will be published on ARXI's official website (www.arxi.pt) or through another digital channel previously agreed upon with the client.

18.3 - Whenever there are substantial changes that affect the rights or obligations of the client, ARXI undertakes to notify the client by one of the following means:

• Sending a formal communication by email to the address provided by the client;
• Or providing a notice in the client's reserved area, or through another contractually valid means.

18.4 - The continued use of the services after the changes come into effect will be considered as tacit acceptance of the same. If the client does not agree with the new terms, they must communicate their opposition in writing, within a maximum period of 10 working days, and such communication may lead to the termination of the contract as defined in the agreement.

18.5 - The most up-to-date version of the Terms and Conditions will always be available at:

👉 https://www.arxi.pt/termos-de-servicos-e-condicoes-gerais